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8-K
MEAD JOHNSON NUTRITION CO filed this Form 8-K on 07/28/2015
Entire Document
 
Form8-K-7.28.2015


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________
FORM 8-K
__________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 28, 2015 (July 28, 2015)
__________________________

MEAD JOHNSON NUTRITION COMPANY
(Exact Name of Registrant as Specified in Charter)
__________________________

Delaware
001-34251
80-0318351
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2701 Patriot Blvd., Glenview, Illinois
60026
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (847) 832-2420
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 







Item 8.01:
Other Events.

On July 28, 2015, Mead Johnson Nutrition Company (the "Company") issued a press release announcing that it had entered into a settlement agreement with the U.S. Securities and Exchange Commission (“SEC”) fully resolving the SEC’s investigation of certain of Mead Johnson’s promotional practices in China during the period 2008-2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01: Financial Statements and Exhibits.

(d)    Exhibits
99.1
Press Release of Mead Johnson Nutrition Company, dated July 28, 2015





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
MEAD JOHNSON NUTRITION COMPANY
 
 
 
Date: July 28, 2015
By:
/s/ Patrick M. Sheller
 
 
Patrick M. Sheller
 
 
Senior Vice President, General Counsel and Secretary





Ex 99.1 - PressRelease

Exhibit 99.1

Mead Johnson Announces Settlement with
U.S. Securities and Exchange Commission

GLENVIEW, Ill., July 28, 2015 - Mead Johnson Nutrition Company (NYSE: MJN) announced today that it has entered into a settlement agreement with the U.S. Securities and Exchange Commission (“SEC”) fully resolving the SEC’s investigation of certain of Mead Johnson’s promotional practices in China during the period 2008-2013. The investigation was first disclosed by Mead Johnson in 2013. Under the terms of the settlement agreement, Mead Johnson has agreed to disgorgement, as well as the payment of pre-judgment interest and a penalty, resulting in an aggregate payment of US$12,030,000. This payment is in line with the expense provision the company took related to the SEC investigation within its first quarter, 2015, as disclosed in its form 10-Q.

The settlement agreement provides that Mead Johnson neither admits nor denies the allegations in the settlement and order. Further, the agreement credits Mead Johnson for its cooperation with the investigation and for taking a number of positive steps to bolster its compliance program, function and processes.

“We are pleased to have reached this final resolution with the SEC. Integrity and compliance with laws and regulations are central to the success of our operations around the world. We will continue to reinforce these operating principles in all our interactions with customers and business partners,” said Kasper Jakobsen, Mead Johnson’s Chief Executive Officer. “Our China business is one of Mead Johnson's most important operations, and we remain confident in its continued long-term growth.”

About Mead Johnson Nutrition
Mead Johnson, a global leader in pediatric nutrition, develops, manufactures, markets and distributes more than 70 products in over 50 markets worldwide. The company’s mission is to nourish the world’s children for the best start in life. The Mead Johnson name has been associated with science-based pediatric nutrition products for over 100 years. The company’s “Enfa” family of brands, including Enfamil® infant formula, is the world’s leading brand franchise in pediatric nutrition. For more information, go to www.meadjohnson.com

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CONTACTS:
Investors: Kathy MacDonald, (847) 832-2182, kathy.macdonald@mjn.com
Media: Christopher Perille, (847) 832-2178, chris.perille@mjn.com